12.6 If, in respect of any particular amount due and owing to the Lessor under
the Lease, a payment is made by the Guarantor under this Guaranty and that
amount is also paid under the Lease, the Lessor agrees, subject to applicable
law and provided that no Default or Event of Default has occurred and is
continuing (and to the extent it determines it can do so without prejudice to
the retention of the payment made under the Lease under applicable bankruptcy or
any other laws affecting creditors rights in general), to reimburse the
Guarantor for the amount paid hereunder which corresponds to that particular
amount.

12.7 If any provision of this Guaranty becomes invalid, illegal or unenforceable
in any respect under any law, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired.

13. CHOICE OF LAW

 This Guaranty is governed by, and shall be construed in accordance with,
the laws of the State of New York including Title 14 Sections 5-1401 and 5-1402
of the General Obligations Law of the State of New York.

14. JURISDICTION AND WAIVER

14.1 (a) The parties agree that the Supreme Court of the State of New York
sitting in New York County and the United States District Court for the Southern
District of New York shall have non-exclusive jurisdiction to hear and determine
any suit, action or proceeding, and to settle any disputes, which may arise out
of or in connection with this Guaranty (including, without limitation, claims
for set-off or counterclaim) or otherwise arising in connection with this
Guaranty;